Tax Clearance Certificates. With respect to each jurisdiction set forth on Section 8.07 of the Seller Disclosure Letter, Seller shall, to the extent reasonable practicable, provide such cooperation as is reasonably requested by Purchaser for the purpose of obtaining any available tax clearance certificate (“Tax Clearance Certificate”) if the failure to obtain such Tax Clearance Certificate could subject Purchaser to any Taxes of Seller or any of its Subsidiaries. If, in respect to any application for a Tax Clearance Certificates made pursuant to this Section 8.07, any Governmental Authority asserts that Purchaser is liable for any Tax of Seller or any of its Subsidiaries, Seller shall promptly pay any and all such amounts and shall provide evidence to Purchaser that such liabilities have been paid in full or otherwise satisfied.
Appears in 2 contracts
Samples: Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (Energizer Holdings, Inc.)
Tax Clearance Certificates. With respect to each jurisdiction set forth on Section 8.07 of the Seller Disclosure Letter, Seller shall, to the extent reasonable practicable, shall provide such cooperation as is reasonably requested by Purchaser for the purpose of obtaining any available tax clearance certificate (“Tax Clearance Certificate”) if the failure to obtain such Tax Clearance Certificate could subject Purchaser to any Taxes of Seller or any of its Subsidiaries. If, in respect to any application for a Tax Clearance Certificates made pursuant to this Section 8.07, any Governmental Authority asserts that Purchaser is liable for any Tax of Seller or any of its Subsidiaries, Seller shall promptly pay any and all such amounts and shall provide evidence to Purchaser that such liabilities have been paid in full or otherwise satisfied.
Appears in 2 contracts
Samples: Acquisition Agreement (Energizer Holdings, Inc.), Acquisition Agreement (Energizer Holdings, Inc.)
Tax Clearance Certificates. With respect to each jurisdiction set forth on Section 8.07 of the Seller Disclosure Letter, Seller shall, to the extent reasonable practicable, shall provide such cooperation as is reasonably requested by Purchaser for the purpose of obtaining any available tax clearance certificate (“Tax Clearance Certificate”) if the failure to obtain such Tax Clearance Certificate could subject Purchaser to any Taxes of Seller or any of its Subsidiaries. If, in respect to any application for a Tax Clearance Certificates made pursuant to this Section 8.07, any Governmental Authority asserts that Purchaser is liable for any Tax of Seller or any of its Subsidiaries, Seller shall promptly pay any and all such amounts and shall provide evidence to Purchaser that such liabilities have been paid in full or otherwise satisfied.. 99
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